subordinate in all respects to any and all of the rights, privileges, powers, entitlements, benefits, remedies, title or interests of Banc of America in or
to the Aircraft (and any and all proceeds thereof, including any insurance proceeds), including all of its rights and remedies under or in connection with the Banc of America Lease and any related documents, agreements or instruments of any kind
whatsoever. In addition, and notwithstanding anything to the contrary set forth in this Dry Sublease or otherwise, upon the occurrence of any Event of Default (as such term is defined in the Banc of America Lease) under or in connection with the
Banc of America Lease, this Dry Sublease shall automatically and immediately terminate. 

 **5. Disclaimer; Assignment of Warranties.**